Vishal Shreechand Mulchandani vs Registrar Of Companies, Mumbai

This present Petition has been filed under Section 252(1) of the Companies Act, 2013 (the Act) by PANACIA CONBUILD PRIVATE LIMITED through its Director Mr. Vishal Shreechand Mulchandani praying for restoring the name of the company in the Register maintained by the Registrar of Companies, Mumbai (RoC).

The Petitioner submits that the Petitioner company has been incorporated to carry out the following objects:

"To carry on business in India or abroad to purchase, sell, build construct, develop, demolish, reconstruct, improve, erect, design, take in exchange or on lease, hire or otherwise acquire, whether for investment or sale, or working the same , any real estate including lands, on freehold or leasehold, agricultural or non-agricultural, interest, in land/TDR and to build, develop, construct on these land, building or reuse Green building also known as sustainable building in an ecological and resource efficient manner......".

The Petitioner submits that the company was incorporated on 14.12.2011 under the Companies Act, 1956. The Company has failed to file its Financial Statements and Annual Returns for the Financial Years 2016- 2017, 2017-2018 and 2018-2019 for three years.

The Petitioner submits that the company is carrying on business since its incorporation in accordance with the objects mentioned in the Memorandum of Association and has duly audited its accounts since incorporation. There are also employees registered on the payroll of the company.

The Petitioner submits that the Annual Returns and Financial Statements could not be filed due to inadvertence and due to the negligence of the professional assigned for complying the same.

As per latest audited financial statements of the company as on 31.03.2019 the Authorised Share Capital and the issued subscribed and Paid-up Share Capital was as under: -

Particulars

Amount (Rs.)

Authorised Share Capital:

1,00,000 equity shares of Rs. 10/- each.

10,00,000/-

Total

10,00,000/-

Issued, Subscribed and Paid-up Share Capital:

10,000 equity shares of Rs. 10/- each fully paid for

consideration other than cash

1,00,000/-

Total

1,00,000/-

As on the date, the Authorised Share Capital and the Issued subscribed and Paid-up Share Capital of the company are the same as above.

The Petitioner Company has also enclosed copies of the Acknowledgement of Income-Tax Returns filed with the Income-Tax Authorities for the Assessment Years 2017-18, 2018-2019 and 2019-2020.

The Respondent, Registrar of Companies submitted his Affidavit in reply on 08.09.2020 explaining the following sequence of events leading to the striking of the name of the company:

(a) The Respondent side issued Notice in Form STK-1 to the company and its directors informing the intention of the Registrar to strike off the name of the Company and requesting them to submit a cause contrary to the said action within thirty days.

(b) Further, as required under rule 7 of the Companies (Removal of Name) Rules, the name of the Company was published on the website maintained by the Ministry vide STK-5 dated 28.08.2019and issued notices not only to the Company and the Directors of the company, but also to all stakeholders concerned so as to receive their objections to the said intention of the Registrar to remove the name of the company.

(c) In addition to the publication of the name of the Company on the website of the Ministry, the name was also published in the Official Gazette on 07.09.2019and in leading English newspaper "Times of India" and a widely circulated regional language in Marathi newspaper "Maharashtra Times" on 29.08.2019.

(d) Respondent further submits that in the absence of any representation against the proposed strike off action, the Registrar struck off the name of the company on 08.11.2019 and the dissolution order was published on the website of the Ministry vide STK-7 on 08.11.2019.

Upon perusal of the audited accounts submitted by the Petitioner Company, the Bench observed that the Company is in operation. The Company has Non-current investments of Rs.1,35,13,191/-, Long-Term loans and advances of Rs.64,24,21,144/-, Cash and cash equivalents of Rs. 1,70,90,972/- and Long-Term borrowings of Rs.67,95,21,230/-, Revenue as other Income of Rs.1,62,139/- for year ended 31.03.2019. The Company has Non-Current Investments of Rs.1,35,13,191/- Long-Term loans and advances of Rs.66,22,59,807/- Cash and cash equivalents of Rs. 3,33,987/- and Long-Term borrowings of Rs. 68,27,40,675/- and Revenue as other Income of Rs.49,55,596/-, Employee Benefit Expenses of Rs.1,75,410/- and Profit of Rs.12,32,418/-for year ended 31.03.2018.

As observed above, the books of the Petitioner Company reflect that Members intend to continue its business operations of the company. Therefore, in the interest of justice the name of the company deserves to be restored in the Register of Companies maintained by the Respondent Registrar of Companies.

Given the above facts and circumstances, we are satisfied that the prayer sought by the Petitioner company deserves to be allowed.

ORDER

Accordingly, Company Appeal in CP No. 1019/252(1)/MB/C- II/2020 seeking restoration of the company's name in the Register of Companies maintained by the Registrar of Companies, Mumbai is allowed in the following terms. The impugned order dated 08.11.2019 is set aside.

i. The Appellant shall within two months hence file all the pending Financial Statements and Annual & Statutory returns with the RoC, Maharashtra as required under the Act and Rules made thereunder.

ii. He shall within 30 days deliver a certified copy of the order and pay a sum of Rs. 50,000 /- (Rupees Fifty Thousand only) to the RoC, towards costs to defray the expenses incurred by the RoC, Mumbai.

iii. Upon compliance, the RoC, Mumbai on receipt of the order shall in his Official name and stamp, publish the order in the Official Gazette and restore the name of the Company in the Register of Companies forthwith.

iv. The Order however shall not fetter the authority of the RoC to take appropriate action against the Company for any other violation either prior to 08.11.2019 or in the interregnum.

v. Needless to say, failure to comply with any of the conditions would nullify the effect of this order.